Edgar Filing: KHOSLA VINOD

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Khosla Ventures I, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2011

3. Issuer Name and Ticker or Trading Symbol
Gevo, Inc. [GEVO]

(Last)

(First)

(Middle)

3000 SAND HILL ROAD,Â BUILDING THREE, SUITE 190

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	945,172 ⁽²⁾	$ ⁽¹⁾	D ⁽⁶⁾	Â
Series A-2 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,024,566 ⁽²⁾	$ ⁽¹⁾	D ⁽⁶⁾	Â
Series A-3 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	864,833 ⁽²⁾	$ ⁽¹⁾	D ⁽⁶⁾	Â
Series A-4 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	811,305 ⁽²⁾	$ ⁽¹⁾	D ⁽⁶⁾	Â
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	987,707 ⁽²⁾	$ ⁽¹⁾	D ⁽⁶⁾	Â
Series A-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	16,111 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁷⁾
Series A-2 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	17,465 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁷⁾
Series A-3 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	14,742 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁷⁾
Series A-4 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	13,830 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁷⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	14,994 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁷⁾
Series A-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	38,717 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁸⁾
Series A-2 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	41,969 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁸⁾
Series A-3 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	35,425 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁸⁾
Series A-4 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	33,234 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁸⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	36,032 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽⁸⁾
Series D Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,065,342 ⁽⁴⁾	$ ⁽³⁾	I	See Footnote ⁽⁹⁾
Series D-1 Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	438,113 ⁽⁵⁾	$ ⁽⁵⁾	I	See Footnote ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Khosla Ventures I, L.P. 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Khosla Ventures Associates I, LLC 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Khosla Ventures III, L.P. 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Khosla Ventures Associates III, LLC 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
VK Services, LLC 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
KHOSLA VINOD 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ Vinod Khosla, Managing Director, Khosla Ventures Associates I, LLC, its General Partner for Khosla Ventures I, L.P.		02/08/2011
^**Signature of Reporting Person		Date
/s/ Vinod Khosla, Managing Director for Khosla Ventures Associates I, LLC		02/08/2011
^**Signature of Reporting Person		Date
/s/ Vinod Khosla, Managing Director, Khosla Ventures Associates III, LLC, its General Partner for Khosla Ventures III, L.P.		02/08/2011
^**Signature of Reporting Person		Date
/s/ Vinod Khosla, Managing Director for Khosla Ventures Associates III, LLC		02/08/2011
^**Signature of Reporting Person		Date
/s/ Vinod Khosla, Managing Member for VK Services, LLC		02/08/2011
^**Signature of Reporting Person		Date
/s/ Vinod Khosla		02/08/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series C Preferred Stock are convertible into shares of the Issuer's common stock at any time on a one-for-one basis and have no expiration date.
(2)	The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series C Preferred Stock will automatically convert into shares of the Issuer's common stock upon the completion of the Issuer's initial public offering.
(3)	The Series D Preferred Stock is convertible into shares of the Issuer's common stock at any time on a one-for-one basis and has no expiration date.
(4)	The Series D Preferred Stock will automatically convert into shares of the Issuer's common stock upon the completion of the Issuer's initial public offering.
(5)	The Series D-1 Preferred Stock is currently convertible into shares of the Issuer's common stock on a one-for-one basis and has no expiration date. However, upon completion of the Issuer's initial public offering, each share of Series D-1 Preferred Stock will automatically convert into a number of shares of the Issuer's common stock as determined pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 4, 2010, a copy of which is attached as Exhibit 3.1 to the Issuer's Registration Statement on Form S-1 (File No. 333-168792), as amended, initially filed with the Securities and Exchange Commission on August 12, 2010.
(6)	The securities are owned by Khosla Ventures I, L.P. ("Khosla I"). VK Services, LLC serves as the manager of Khosla Ventures Associates I, LLC ("KVA I"), which serves as the general partner of Khosla I. Vinod Khosla is the managing member of VK Services, LLC. Each of KVA I, VK Services, LLC and Vinod Khosla may be deemed to possess sole voting and investment control over the shares owned by Khosla I and may be deemed to have indirect beneficial ownership of such shares. Neither KVA I nor Vinod Khosla owns any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(7)	The securities are owned by VK Services, LLC. VK Services, LLC serves as the manager of KVA I, the general partner of Khosla I, and KVA III, the general partner of Khosla III. Vinod Khosla is the manager member of VK Services, LLC, and may be deemed to possess sole voting and investment control over the shares held by VK Services, LLC, and may be deemed to have indirect beneficial ownership of such shares. Neither KVA I nor Vinod Khosla owns any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(8)	The securities were originally purchased by Khosla I, and were distributed by Khosla I to KVA I, and in turn by KVA I to the current owners, who are members or affiliates of members of KVA I. However, Khosla I continues to possess voting and investment control over the shares. VK Services, LLC serves as the manager of KVA I, which serves as the general partner of Khosla I. Vinod Khosla is the managing member of VK Services, LLC. Each of KVA I, VK Services, LLC and Vinod Khosla may be deemed to possess sole voting and investment control over such shares, and each of Khosla I, KVA I, VK Services, LLC and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Neither KVA I nor Vinod Khosla owns any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(9)	The securities are owned by Khosla Ventures III, L.P. ("Khosla III"). VK Services, LLC serves as the manager of Khosla Ventures Associates III, LLC ("KVA III"), which serves as the general partner of Khosla III. Vinod Khosla is the managing member of VK Services, LLC. Each of KVA III, VK Services, LLC and Vinod Khosla may be deemed to possess sole voting and investment control over the shares owned by Khosla III and may be deemed to have indirect beneficial ownership of such shares. Neither KVA III nor Vinod Khosla owns any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.